Non Disclosure Agreement Format (NDA): Mutual and One-Way
An NDA protects information you share with a business partner, employee, freelancer or vendor. Choose a mutual NDA when both sides share information, and a one-way NDA when only you do.
Mutual non-disclosure agreement format
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on 14 October 2026 BETWEEN Brightline Software Private Limited, having its address at 4th Floor, Tower B, Cyber Park, Sector 39, Gurugram, Haryana 122001 AND Kavach Analytics LLP, having its address at 201, Prestige Meridian, MG Road, Bengaluru, Karnataka 560001. Each is a "Party" and together the "Parties". Each Party may disclose ("Disclosing Party") and receive ("Receiving Party") Confidential Information.
1. Purpose
The Parties wish to share information for evaluating a possible joint development of a retail analytics product (the "Purpose").
2. Confidential Information
"Confidential Information" means all non-public business, technical, financial and customer information disclosed by one Party to the other, in any form, that is marked confidential or would reasonably be understood to be confidential. It does not include information that: (a) is or becomes public without breach of this Agreement; (b) was lawfully known to the Receiving Party before disclosure; (c) is received from a third party without a duty of confidence; or (d) is independently developed without use of the Confidential Information.
3. Obligations
- The Receiving Party shall use Confidential Information only for the Purpose.
- The Receiving Party shall not disclose Confidential Information to anyone except its employees, advisers and contractors who need to know it for the Purpose and are bound by similar confidentiality duties.
- The Receiving Party shall protect Confidential Information with at least the care it uses for its own confidential information, and not less than reasonable care.
- If disclosure is required by law or by a court or regulator, the Receiving Party may disclose only what is required, after informing the Disclosing Party where lawful.
4. Term
The obligations in this Agreement continue for three years from the date of each disclosure, and for trade secrets for as long as they remain trade secrets.
5. Return of information
On request or at the end of discussions, the Receiving Party shall return or destroy Confidential Information and confirm this in writing, except copies it must keep by law.
6. No licence and no obligation
No licence or ownership right is granted by this Agreement. Neither Party is obliged to enter into any further transaction.
7. Remedies
Each Party agrees that a breach may cause harm for which damages may not be an adequate remedy, and the injured Party may seek an injunction in addition to other remedies available in law.
8. Governing law
This Agreement is governed by the laws of India. Courts at Gurugram shall have exclusive jurisdiction.
WITNESSES
1. Name: ______________
Address: ______________
Signature: ______________
2. Name: ______________
Address: ______________
Signature: ______________
Stamp duty, if payable on this document in your State: Rs. ______________ (stamp paper / e-stamp No. ______________)
Notarised / attested on ______________ by ______________ Registration No. of notary ______________
Registration, if required: Sub-Registrar office ______________ Document No. ______________
One-way NDA format (employee, freelancer or vendor)
NON-DISCLOSURE AGREEMENT
This Agreement is made on 14 October 2026 BETWEEN Brightline Software Private Limited, having its address at 4th Floor, Tower B, Cyber Park, Sector 39, Gurugram, Haryana 122001 (the "Company") AND Karan Mehra, residing at H. No. 312, Sector 21, Faridabad, Haryana 121001 (the "Recipient").
The Company will share confidential information with the Recipient for designing screens for the Company’s new mobile application (the "Purpose"). In consideration of this, the Recipient agrees as follows:
- Confidential Information means all non-public information of the Company, including source code, designs, product plans, client lists, pricing, business data and personal data, shared in any form during the engagement.
- The Recipient shall use Confidential Information only for the Purpose and shall not disclose it to any person without the Company’s prior written consent.
- The Recipient shall not copy, upload to personal storage, or remove Confidential Information from Company systems except as needed for the Purpose.
- Work product created for the Company for the Purpose shall belong to the Company, subject to any separate written agreement on intellectual property.
- On completion or termination of the engagement, the Recipient shall return or delete all Confidential Information and confirm this in writing.
- Exclusions: information that is public without the Recipient’s fault, already known to the Recipient, lawfully received from a third party, or required to be disclosed by law.
- These obligations survive for two years after the engagement ends, and for trade secrets for as long as they remain secret.
- Nothing in this Agreement prevents the Recipient from working in their trade or profession, provided Confidential Information is not used or disclosed.
- The Company may seek an injunction and damages for breach. This Agreement is governed by the laws of India and courts at Gurugram have jurisdiction.
WITNESSES
1. Name: ______________
Address: ______________
Signature: ______________
2. Name: ______________
Address: ______________
Signature: ______________
Stamp duty, if payable on this document in your State: Rs. ______________ (stamp paper / e-stamp No. ______________)
Drafting note: Under section 27 of the Indian Contract Act, 1872, an agreement restraining anyone from carrying on a lawful profession, trade or business is void to that extent, so confidentiality clauses should not be drafted as a ban on working for others.
Notarised / attested on ______________ by ______________ Registration No. of notary ______________
Registration, if required: Sub-Registrar office ______________ Document No. ______________
Clauses that matter
| Clause | Purpose | Tip |
|---|---|---|
| Definition of confidential information | Sets what is protected. | Cover oral disclosures; list examples. |
| Exclusions | Public, already known, independently developed, legally required. | Standard and expected by courts. |
| Use restriction | Only for the stated purpose. | Name the purpose precisely. |
| Term | How long the duty lasts. | Two to five years is common; trade secrets longer. |
| Return or destruction | What happens at the end. | Ask for written confirmation. |
| Remedies | Injunction and damages. | Courts decide; the clause records agreement. |
Section 27 of the Indian Contract Act, 1872 makes an agreement restraining anyone from exercising a lawful profession, trade or business void to that extent. Draft an NDA to protect information, not to stop someone working.
Frequently asked questions
Is an NDA legally binding in India?
Yes, as a contract, if properly executed and stamped as required by the State. Enforcement depends on proving breach and loss.
Does an NDA need stamp paper?
Agreements are generally chargeable with stamp duty under State laws. The value varies; check your State.
Can an NDA stop an employee from joining a competitor?
No. A restraint on working after employment is generally void under section 27. An NDA can stop misuse of confidential information.
Please note: these templates are for general information and are not legal advice. Laws, stamp duty, notarisation and registration rules vary by State. Consult an advocate for your case. This is an independent website, not a law firm and not a government office.